As filed with the Securities and Exchange Commission on December 18, 2000
Registration No. 333-33298
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1200960
(State or other jurisdiction (I.R.S. employer incorporation
of identification no.) or organization)
100 Light Street
Baltimore, Maryland 21202
(410) 539-0000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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Robert F. Price
Senior Vice President and General Counsel
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
(410) 539-0000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
Faith Grossnickle, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement. If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
<PAGE>
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
commission, acting pursuant to said section 8(a), may determine.
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus included in this Registration
Statement is a combined Prospectus which also relates to Registration
Statement No. 333-00151, previously filed by Legg Mason, Inc. on Form
S-3. This Registration Statement also constitutes a Post-Effective
amendment to Registration Statement No. 333-00151, and such
Post-Effective Amendment shall hereafter become effective concurrently
with the effectiveness of this Registration Statement in accordance
with Section 8(c) of the Securities Act of 1933.
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<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 18, 2000
PROSPECTUS
$500,000,000
LEGG MASON, INC.
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
Pursuant to a "shelf" registration statement of which this
prospectus is a part, we, Legg Mason, Inc., may offer notes, debentures or other
debt securities, including debt securities which may be convertible into shares
of our common stock, par value $.10 per share. Pursuant to this process, we may
sell such debt securities from time to time in one or more separate offerings,
in amounts, at prices and on terms to be determined at the time of sale.
This prospectus will describe the general terms of the debt
securities and the general manner in which we will offer such securities. Each
time we sell debt securities, we will provide a prospectus supplement that will
contain the specific terms of the securities offered. The prospectus supplement
will also describe the specific manner in which we will offer the securities.
The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus, the
prospectus supplement and the additional information described under "Where You
Can Find More Information" carefully before you invest.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
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The date of this Prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION 3
THE COMPANY 4
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES 5
USE OF PROCEEDS 6
DESCRIPTION OF DEBT SECURITIES 6
DESCRIPTION OF CAPITAL STOCK 22
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES 24
ERISA MATTERS 25
HOLDING COMPANY STRUCTURE 27
PLAN OF DISTRIBUTION 27
LEGAL MATTERS 29
EXPERTS 29
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file at the SEC's public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549 and in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http:/www.sec.gov. Our common stock is listed on the
New York Stock Exchange under the Symbol "LM". Information about us also is
available at the exchange.
This prospectus is part of a registration statement we filed
with the SEC. This prospectus omits some information contained in the
registration statement in accordance with SEC rules and regulations. You should
review the information and exhibits in the registration statement for further
information about us and our consolidated subsidiaries and the securities we are
offering. Statements in this prospectus concerning any document we filed as an
exhibit to the registration statement or that we otherwise filed with the SEC
are not intended to be comprehensive and are qualified by reference to these
filings. You should review the complete document to evaluate these statements.
The SEC allows us to incorporate by reference much of the
information we file with them. This means that we can disclose important
information to you by referring you to those documents that are considered part
of this prospectus. The information that we incorporate by reference in this
prospectus is considered to be part of this prospectus. Because we are
incorporating by reference future filings with the SEC, this prospectus is
continually updated and those future filings may modify or supersede some of the
information included or incorporated in this prospectus. This means that you
must look at all of the SEC filings that we incorporate by reference to
determine if any of the statements in this prospectus or in any document
previously incorporated by reference have been modified or superseded. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the date our offering of securities has been
completed or, if later, the date on which our affiliates cease offering and
selling these securities:
o Annual Report on Form 10-K for the year ended March 31, 2000.
o Quarterly Reports on Form 10-Q for the quarters ended June 30,
2000 and September 30, 2000.
o Current Reports on Form 8-K dated April 14, 2000 and May 9,
2000.
o The description of our common stock, par value $.10 per share,
contained in Amendment No. 4 to our Application for
Registration on Form 8-A, filed April 25, 1997.
You may obtain a copy of these filings at no cost, by writing
or telephoning us at the following address:
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Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Attn: Corporate Secretary
(410) 539-0000
You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus supplement. We have
not authorized anyone else to provide you with different or additional
information. We are not making an offer of these securities in any state where
the offer is not permitted. The information contained in this prospectus is
current only as of the date hereof. Unless the context requires otherwise, the
terms "Legg Mason," "we," "us," and "our" refers to Legg Mason, Inc. and its
predecessors and subsidiaries.
THE COMPANY
We are a holding company which, through our subsidiaries,
principally engages in providing the following services to individuals,
institutions, corporations and municipalities:
o asset management;
o securities brokerage;
o investment banking; and
o other related financial services.
Our principal asset management subsidiaries are:
o Legg Mason Funds Management, Inc., which manages
company-sponsored mutual funds;
o Western Asset Management Company, which manages fixed income
assets for our institutional clients;
o Western Asset Management Company Limited, which manages fixed
income for our institutional clients.
o Batterymarch Financial Management, Inc., which manages U.S.,
international and emerging markets equity portfolios for our
institutional clients;
o Legg Mason Capital Management, Inc., which manages equity
portfolios primarily for our individual and institutional
accounts;
o Brandywine Asset Management, Inc., which primarily manages
equity portfolios for our institutional and high net worth
individual clients;
o Bartlett & Co., which manages equity, balanced and fixed
income portfolios for our high-net worth individual and
institutional clients;
o LeggMason Investors Holdings plc, which primarily manages
equity retail funds in the United Kingdom;
o Gray, Seifert & Co., Inc., which primarily manages equity
portfolios for our wealthy individual, family group, endowment
and foundation clients;
o Berkshire Asset Management, Inc., which manages equity and
fixed income portfolios for individual investors and family
groups;
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o Perigee Inc., which manages pension plans and mutual funds in
Canada; and
o Legg Mason Trust, fsb which is a federally chartered unitary
thrift institution that provides services, including asset
management services, for trusts established by clients.
All of these subsidiaries, except Legg Mason Trust, fsb, also serve as
investment advisors to company-sponsored mutual funds and/or other
company-structured investment products.
Our principal broker-dealer subsidiary is Legg Mason Wood
Walker, Incorporated, a full service broker-dealer and investment banking firm
operating primarily in the Eastern and Southern regions of the United States.
Our real estate finance subsidiary is Legg Mason Real Estate
Services, Inc., which is primarily engaged in commercial mortgage banking
involving loan placement, loan servicing and supervision of investors' mortgage
portfolios, discretionary and non-discretionary management of commercial real
estate-related assets for institutional investors and real estate development
advisory services.
We were incorporated in Maryland in 1981 to serve as a holding
company for Legg Mason Wood Walker and our other subsidiaries. The predecessor
company to Legg Mason Wood Walker was formed in 1970 under the name Legg Mason &
Co., Inc. to combine the operations of Legg & Co., a Maryland-based
broker-dealer formed in 1899, and Mason & Company, Inc., a Virginia-based
broker-dealer formed in 1962. Our subsequent growth has occurred through
internal expansion as well as through our acquisitions of investment management,
broker-dealer and commercial mortgage banking firms. Our principal offices are
located at 100 Light Street, Baltimore, Maryland 21202. Our telephone number is
(410) 539-0000.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of
earnings to fixed charges for the periods indicated.
<TABLE>
<CAPTION>
Six Months Ended Years Ended
September 30, March 31,
---------------- ---------------------------------------------------------------------
2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
2.3 2.7 2.4 2.5 2.8 2.8
</TABLE>
The ratio of earnings to fixed charges was computed by
dividing the sum of our earnings before income taxes plus fixed charges by fixed
charges. Fixed charges consist of all interest and one-third of our rent expense
(considered representative of the interest factor). As of the date hereof, we
have no preferred stock outstanding.
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USE OF PROCEEDS
Except as may be described otherwise in a prospectus
supplement, we intend to use the net proceeds from the sale of our debt
securities for general corporate purposes. This may include our continued
expansion and diversification, both by internal growth and by acquisition,
primarily of our securities brokerage and asset management businesses and
repayment of our outstanding indebtedness. Pending any of the foregoing
applications, the net proceeds may be invested temporarily in short-term,
interest bearing securities.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions that are common to all debt securities that we may offer. Most of the
financial terms and other specific terms of any debt securities that we offer
will be described in a prospectus supplement to be attached to the front of this
prospectus. If the information in the prospectus supplement is different than
information contained in this prospectus, you should rely on information in the
prospectus supplement.
The debt securities will constitute either senior debt (the
"Senior Securities") or subordinated debt (the "Subordinated Securities") of
Legg Mason. Senior Securities will be issued under the Indenture dated as of
February 9, 1996 between us and The Bank of New York, as Trustee (the "Senior
Trustee") (as it may be supplemented from time to time, the "Senior Indenture").
Subordinated Securities will be issued under a separate Indenture to be entered
into between us and The Bank of New York (the "Subordinated Trustee") (as it may
be supplemented from time to time, the "Subordinated Indenture"). We will refer
to the Senior Indenture and the Subordinated Indenture together as the
"Indentures" and each as an "Indenture." The Indentures are subject to and
governed by the Trust Indenture Act of 1939, as amended (the "TIA"). We have
filed forms of the indentures together with our Form S-3, filed with the SEC on
January 11, 1996, and an execution copy of the Senior Indenture together with
our Form 8-K, filed with the SEC on February 12, 1996. The term "Trustee" refers
to either the Senior Trustee or the Subordinated Trustee, as the context
requires.
Because this section is a summary, it does not describe every
aspect of the debt securities. This summary is subject to, and qualified in its
entirety by reference to, all the provisions of the Indentures, including
definitions of certain terms used in the Indentures. For example, in this
section we use capitalized words to signify terms that have been specifically
defined in the Indentures. Some of the definitions are repeated herein, but for
the rest you will need to read the Indenture. We also include references in
parentheses to certain sections of the Indentures or the TIA. Whenever we refer
to particular sections or defined terms of the Indentures in this prospectus or
in the prospectus supplement, such sections or defined terms are incorporated by
reference herein or in the prospectus supplement. Unless otherwise noted, the
section numbers refer to both Indentures. Except as otherwise indicated, the
terms of the Indentures are identical. As used in the discussion under the
caption "Description of Debt Securities," the term "Company," "we" or "us" means
Legg Mason, Inc.
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General
Neither Indenture limits the aggregate principal amount of
debt securities that we may issue from time to time. Each Indenture provides
that we may issue debt securities from time to time in one or more series.
(Section 3.1) Unless otherwise specified in the prospectus supplement, the
Senior Securities, when issued, will be our unsecured and unsubordinated
obligations and will rank equally and ratably with all of our other unsecured
and unsubordinated indebtedness. The Subordinated Securities, when issued, will
be our unsecured obligations, subordinated in right of payment to the prior
payment in full of all our Senior Debt (as defined in the Subordinated
Indenture) under the circumstances described herein and in the applicable
prospectus supplement. (Section 15.1 of the Subordinated Indenture)
Substantially all of our assets are owned by our subsidiaries. Therefore, our
rights and the rights of our creditors, including holders of debt securities, to
participate in the distribution of the assets of any of our subsidiaries upon
its liquidation, recapitalization or otherwise, will generally be subject to the
prior claims of such subsidiary's creditors. In addition, dividends, loans and
advances to us from certain of our subsidiaries, including Legg Mason Wood
Walker, are restricted by net capital requirements under the Exchange Act and
under rules of certain exchanges and various domestic and foreign regulatory
bodies.
You should read the prospectus supplement for the following
terms and provisions with respect to the offered debt securities:
(1) the title of the debt securities;
(2) whether the debt securities are Senior Securities or
Subordinated Securities;
(3) the aggregate principal amount, and any limit on the aggregate
principal amount, of the debt securities;
(4) the form of such debt securities, including whether such debt
securities are to be issuable in permanent or temporary global
form or in the form of Book-Entry Securities, as Registered
Securities, Bearer Securities or both, any restrictions on the
offer, sale or delivery of Bearer Securities and the terms, if
any, upon which Bearer Securities may be exchanged for
Registered Securities and vice versa (if permitted by
applicable laws and regulations);
(5) the circumstances under which any global securities or
Book-Entry Securities may be registered to a Person other than
the Depository for these global securities or Book-Entry
Securities or its nominee;
(6) the price or prices (expressed as a percentage of the
aggregate principal amount of the debt securities) at which
the debt securities will be issued;
(7) the date or dates on which the debt securities will mature;
(8) the rate or rates per annum at which the debt securities will
bear interest, if any, and the date from which any such
interest will accrue;
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(9) the Interest Payment Dates on which any such interest on the
debt securities will be payable, the Regular Record Date for
any interest payable on any debt securities which are
registered securities on any Interest Payment Date and the
extent to which, or the manner in which, any interest payable
on a temporary global security on an Interest Payment Date
will be paid;
(10) any mandatory or optional sinking fund or analogous
provisions;
(11) each office or agency where, subject to the terms of the
applicable Indenture as described below under "Payment and
Paying Agents," the principal of and any premium and interest
on the debt securities will be payable;
(12) each office or agency where, subject to the terms of the
applicable Indenture as described below under "Form, Exchange,
Registration and Transfer," the debt securities may be
presented for registration of transfer or exchange;
(13) the date, if any, after which and the price or prices at which
the debt securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed, in whole or in part, and
the other detailed terms and provisions of any such optional
or mandatory redemption provisions, which may include with
respect to a particular series or particular debt securities
within a series, a redemption option of Holders upon certain
conditions, as defined in the applicable Indenture;
(14) the denominations in which any debt securities which are
Registered Securities will be issuable, if other than
denominations of $1,000 and any integral multiple thereof, and
the denomination or denominations in which any debt securities
which are Bearer Securities will be issuable, if other than
the denomination of $5,000;
(15) the currency or currency units of payment of the principal of
(and premium, if any) and interest on the debt securities;
(16) any index or formula used to determine the amount of payments
of the principal of (and premium, if any) and interest on the
debt securities and the manner in which such amounts shall be
determined;
(17) the terms and conditions, if any, pursuant to which such debt
securities are convertible or exchangeable into other
securities, including our debt securities or common stock or
securities of another company;
(18) the terms pursuant to which such debt securities are subject
to defeasance; and
(19) any other terms of such debt securities.
Any prospectus supplement will also describe any special provisions for the
payment of additional amounts with respect to the debt securities.
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We may issue debt securities as Original Issue Discount
Securities. An Original Issue Discount Security is a debt security, including
any Zero-Coupon Security, which is issued at a price lower than the amount
payable upon the Stated Maturity of the debt security and which provides that
upon redemption or acceleration of the maturity, an amount less than the amount
payable upon the Stated Maturity, determined in accordance with the terms of the
debt security, shall become due and payable. (Sections 3.1 and 5.2) We will
describe certain special United States federal income tax considerations
applicable to debt securities sold at an original issue discount in any
prospectus supplement relating to these debt securities. In addition, we will
describe certain special United States federal income tax or other
considerations applicable to any debt securities which are denominated in a
currency or currency unit other than United States dollars in any prospectus
supplement relating to these debt securities.
Under the Indentures, we will have the ability to issue debt
securities with terms different from those of debt securities previously issued.
In addition, we will have the ability, without the consent of the holders, to
reopen a previous issue of a series of debt securities and issue additional debt
securities of this series (unless a reopening was restricted when this series
was created), in an aggregate principal amount determined by us. (Section 3.1)
Form, Exchange, Registration and Transfer
Form
We may issue debt securities of a series in definitive form
o solely as Registered Securities;
o solely as Bearer Securities; or
o as both Registered Securities and Bearer Securities. (Section 3.1)
Unless otherwise indicated in the prospectus supplement, we
will attach interest coupons to all Bearer Securities. (Section 2.1) The
Indentures also provide that we may issue debt securities of a series in
temporary or permanent global form and as Book-Entry Securities that will be
deposited with, or on behalf of, The Depository Trust Company (the "Depository")
or another depository named by us and identified in a prospectus supplement with
respect to such series. See "Global and Book-Entry Debt Securities." Each Bearer
Security, and any coupon attached thereto, other than a temporary global Bearer
Security will bear the following legend: "Any United States person who holds
this obligation will be subject to limitations under the United States income
tax laws, including the limitations provided in Sections 165(j) and 1287(a) of
the United States Internal Revenue Code."
In connection with its original issuance, we may not mail or
otherwise deliver a Bearer Security (including a debt security exchangeable for
a Bearer Security or a debt security in global form that is either a Bearer
Security or exchangeable for Bearer Securities) to any location in the United
States or to any United States person (as defined under "Limitations on Issuance
of Bearer Securities"). Also, we may deliver a Bearer Security in connection
with its original issuance only if the Person entitled to receive such Bearer
Security furnishes written certification of the beneficial ownership of the
Bearer Security as required by Treasury
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Regulation Section 1.163-5(c)(2)(i)(D)(3) (or any comparable successor
provisions). If you hold a Bearer Security in permanent global form, you must
give certification of the beneficial owner's interest in such Bearer Security at
the time such debt security is originally issued. See "Global and Book-Entry
Debt Securities" and "Limitations on Issuance of Bearer Securities."
Exchange
You may exchange Registered Securities of any series for other
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if debt securities of
any series are issuable as both Registered Securities and Bearer Securities, you
as holder have the option to exchange Bearer Securities of such series into
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor.
If you surrender Bearer Securities in exchange for Registered
Securities before the relevant date for payment of interest on such Bearer
Securities, you must do so without the coupon relating to that date for payment
of interest. Interest accrued as of that date will not be paid on the Registered
Security but only to the holder of the coupon when due.
You may not register a Book-Entry Security for transfer or
exchange unless
o the Depository or a nominee of the Depository notifies us that
it is unwilling or unable to continue as Depository;
o the Depository ceases to be qualified as required by the
applicable Indenture;
o we instruct the Trustee otherwise;
o there exists an Event of Default or an event which after
notice or lapse of time would be an Event of Default with
respect to the debt securities evidenced by such Book-Entry
Securities; or
o there exists such other circumstances if any, as may be
specified in the prospectus supplement.
You may present debt securities for exchange as provided
above. You may present or surrender Registered Securities for registration of
transfer or for exchange (with the form of transfer endorsed thereon duly
executed) at the office of the Security Registrar or at the office of any
transfer agent designated by us for such purpose with respect to any series of
debt securities and referred to in the prospectus supplement, without service
charge and upon payment of any taxes and other governmental charges as described
in the applicable Indenture. Any transfer or exchange will be effected after the
Security Registrar or a transfer agent, as the case may be, has verified the
documents of title and identity of the person making the request.
We may at any time rescind the designation of any transfer
agent initially made by us and referred to in the prospectus supplement or
approve a change in its location. We will be required, however, to maintain a
transfer agent in each Place of Payment for any series of debt securities
issuable solely as Registered Securities. For any series issuable as Bearer
Securities, we will be required to maintain a transfer agent in a Place of
Payment for such series located
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outside the United States. We may at any time designate additional transfer
agents with respect to any series of debt securities. (Section 10.2)
If the debt securities are redeemable and we redeem less than
all of the debt securities of a particular series, we may block the transfer or
exchange of debt securities during the period beginning 15 days before the day
we mail the notice of redemption or publish such notice (in the case of Bearer
Securities) and ending on the day of that mailing or publication, as the case
may be, in order to freeze the list of holders to prepare the mailing. We may
also refuse to register transfers or exchanges of debt securities selected for
redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any debt security being partially redeemed and except
that we will continue to exchange Bearer Securities for Registered Securities if
such Bearer Securities are simultaneously surrendered for redemption. (Section
7.5)
Payment and Paying Agents
If Bearer Securities are issued, unless otherwise indicated in
the prospectus supplement, we will maintain an office or agency outside the
United States for the payments of all amounts due on the Bearer Securities.
Unless otherwise indicated in the prospectus supplement, payment of interest on
any Bearer Securities on any Interest Payment Date will be made only against
surrender to the Paying Agent of the coupon for such Interest Payment Date.
(Section 10.1) No payment with respect to any Bearer Security will be made at
any office or agency of ours in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States. Notwithstanding the foregoing, payments of the
principal of, premium and interest, if any, on Bearer Securities payable in U.S.
dollars will be made at the office of our Paying Agent in The City of New York,
if (but only if) payment of the full amount thereof in U.S. dollars at all
offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions. (Section 10.2)
Unless otherwise indicated in the prospectus supplement, we
will pay principal, interest, and premium, if any, on Registered Securities to
you at the office of the Paying Agent as we may designate from time to time,
except that we have the option to pay by wire transfer of immediately available
funds or check mailed to the address of the entitled person in the Security
Register. Unless otherwise indicated in the prospectus supplement, payment of
any installment of interest on Registered Securities will be made to the Holders
of Record on the Record Date. (Section 3.7)
Unless otherwise indicated in the prospectus supplement, for
payment with respect to Registered Securities, we will designate the Corporate
Trust Office of our Trustee in The City of New York as our Paying Agent. For
Payment with respect to debt securities which are issuable solely as Bearer
Securities, or both as Registered Securities and Bearer Securities, we will
maintain a Paying Agent outside of the United States. (Section 10.2) The
prospectus supplement will name any Paying Agents outside the United States and
any other Paying Agent in the United States initially designated by us for the
debt securities. We may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the location
of any office or agency, except that if debt securities of a series are
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issuable solely as Registered Securities, we will be required to maintain a
Paying Agent in each Place of Payment for such series and, if debt securities of
a series are issuable as Bearer Securities, we will be required to maintain (1)
a Paying Agent in The City of New York for payments with respect to any
Registered Securities of the series (and for payments with respect to Bearer
Securities of the series in the circumstances described above, but not
otherwise), and (2) a Paying Agent in a Place of Payment located outside the
United States where debt securities of such series and any coupons relating to
these debt securities may be presented and surrendered for payment. If the debt
securities are listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States, we will maintain a Paying Agent in any city
located outside the United States required by such stock exchange. (Section
10.2)
We will make payments of any amounts due on Book-Entry
Securities registered in the name of the Depository or its nominee to the
Depository or its nominee, as the case may be, as the registered owner of the
global security representing such Book-Entry Securities. We expect that the
Depository, upon receipt of any amounts due on any debt securities, will credit
immediately the accounts of the participants in amounts proportionate to their
respective beneficial interests. Neither we, the Trustee, any Paying Agent nor
the Securities Registrar for such debt securities will have any responsibility
or liability for any aspects of the records relating to, or payments made on
account of, such beneficial ownership interests in the Book-Entry Securities, or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
All moneys we pay to a Paying Agent for the payment of any
amounts due on any debt securities which remain unclaimed at the end of two
years after the amount has become due will be repaid to us and the Holder of
such debt security or any coupon will thereafter be an unsecured general
creditor and look only to us for payment of any such amount. (Section 10.3)
Global and Book-Entry Debt Securities
Debt securities of a series may be issued in whole or in part
in global form that will be deposited with, or on behalf of, a depository
identified in the prospectus supplement. If so specified in the prospectus
supplement, debt securities of a series which are issuable as Bearer Securities
will initially be represented by one or more temporary or permanent global debt
securities, without interest coupons, to be deposited with a common depository
in London for the benefit of the Euroclear System ("Euroclear") and Cedel Bank,
Societe Anonyme ("Cedel") and credited to the accounts of the beneficial owners
of such debt securities. (Section 3.4) Unless otherwise indicated by the
prospectus supplement, on or after 40 days following its issuance, each
temporary global debt security will be exchangeable for definitive Bearer
Securities, definitive Registered Securities, all or a portion of a permanent
global debt security, or any combination thereof, as specified in the prospectus
supplement, only upon written certification in the form and to the effect
described under "Form, Exchange, Registration and Transfer." No Bearer Security
(including a debt security in permanent global form) delivered in exchange for a
portion of a temporary or permanent global debt security shall be mailed or
otherwise delivered to any location in the United States in connection with such
exchange. (Section 3.5)
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An investor should be aware that when debt securities are
issued in the form of global debt securities:
o the investor cannot get debt securities registered in his or
her own name;
o the investor cannot receive physical certificates for his or
her interest in the debt securities;
o the investor must look to his or her own bank or brokerage
firm for payments on the debt securities and protection of his
or her legal rights relating to the debt securities;
o the investor may not be able to sell interests in the debt
securities to some insurance companies and other institutions
that are required by law to hold the physical certificates of
debt securities that they own;
o the Depository's policies will govern payments, transfers,
exchange and other matters relating to the investor's interest
in the global debt security. We and the Trustee have no
responsibility for any aspect of the Depository's actions or
for its records of ownership interests in the global security.
We and the Trustee also do not supervise the Depository in any
way; and
o the Depository will usually require that interests in a global
debt security be purchased or sold within its system using
same-day funds.
If debt securities to be sold in the United States are
designated by us in a prospectus supplement as Book-Entry Securities, a global
debt security representing the Book-Entry Securities will be deposited in the
name of Cede & Co., as nominee for the Depository representing the securities to
be sold in the United States. Upon such deposit of the Book-Entry Securities,
the Depository shall credit an account maintained or designated by an
institution to be named by us or any purchaser of the debt securities
represented by the Book-Entry Securities with an aggregate amount of debt
securities equal to the total number of debt securities that have been so
purchased. The specific terms of any depository arrangement with respect to any
portion of a series of debt securities to be represented by one or more global
securities will be described in the prospectus supplement. Beneficial interests
in such debt securities will only be evidenced by, and transfers thereof will
only be effected through, records maintained by the Depository and the
institutions that are Depository participants.
Subordination of Subordinated Securities
Unless otherwise indicated in the prospectus supplement, the
following provisions will apply to the Subordinated Securities.
Upon any distribution of our assets in the event of any
dissolution, winding up, liquidation or reorganization, the payment of any
amounts due on the Subordinated Securities is to be subordinated to the extent
provided in the Subordinated Indenture in right of payment to the prior payment
in full of all Senior Debt (Section 15.1 of the Subordinated Indenture). To that
end, the holders of our Senior Debt shall be entitled to receive, for
application to the payment of such debt, any payment or distribution of any kind
or character, whether in cash, property or securities, which may be payable or
deliverable in respect of the Subordinated Securities. (Section 15.2 of the
Subordinated Indenture)
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By reason of such subordination, in the event of liquidation
or insolvency, our creditors may recover less, ratably, than holders of Senior
Debt and may recover more, ratably, than the Holders of the Subordinated
Securities.
In the event of the acceleration of the maturity of any
Subordinated Securities, we must first pay the Holders of all Senior Debt
outstanding at the time of such acceleration payment in full of all amounts due
before we pay the Holders of the Subordinated Securities any payment upon the
principal of (and premium, if any) or interest on, the Subordinated Securities.
(Section 15.3 of the Subordinated Indenture)
We may not make any payments on account of any amounts due in
respect of the Subordinated Securities if there shall have occurred and be
continuing a default in any payment with respect to Senior Debt, or an event of
default with respect to any Senior Debt resulting in the acceleration of the
maturity of such Senior Debt, or if any judicial proceeding shall be pending
with respect to any such default. (Section 15.4 of the Subordinated Indenture)
For purposes of the subordination provisions, the payment, issuance and delivery
of cash, property or securities (other than our stock and certain subordinated
securities) upon conversion of a Subordinated Security will be deemed to
constitute payment on account of the principal of such Subordinated Debt
Security. (Section 15.14 of the Subordinated Indenture)
The Subordinated Indenture does not limit or prohibit us from
incurring additional Senior Debt, which may include indebtedness that is senior
to the Subordinated Securities, but subordinate to our other obligations. The
Senior Securities constitute Senior Debt under the Subordinated Indenture.
"Senior Debt" is defined to include the principal of (and
premium, if any) and interest on all of our indebtedness (including indebtedness
of others guaranteed by us), including our 6.50% Senior Notes due 2006, other
than any obligations specifically designated as being subordinate in right of
payment to Senior Debt, whether outstanding on the date of the Subordinated
Indenture or thereafter created, incurred or assumed, which is for money
borrowed or evidenced by bonds, debentures, notes or similar instruments and
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligation. (Section 1.1 of the Subordinated Indenture)
The prospectus supplement may further describe the provisions,
if any, applicable to the subordination of the Subordinated Securities of a
particular series.
Conversion or Exchange Rights
The terms on which debt securities of any series are
convertible into or exchangeable for other securities, including our debt
securities or common stock or securities of another company will be set forth in
the prospectus supplement relating to such securities. Such terms will include
provisions as to whether conversion or exchange is mandatory, at the option of
the Holder or at our option, and may include provisions pursuant to which the
number of shares or amount of the security to be received by the Holders of debt
securities would be subject to adjustment. (Section 3.1 and Article XIV)
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Certain Covenants
Negative Pledge. The Senior Debt Indenture provides that we
and any successor corporation will not, and will not permit any Subsidiary (as
defined in such Indenture) to create, assume, incur or guarantee any
indebtedness for borrowed money secured by a pledge, lien or other encumbrance
(except for certain liens specifically permitted by such Indenture) on the
Voting Securities (as defined in such Indenture) of Legg Mason Wood Walker
without making effective provision whereby the debt securities issued under such
Indenture will be secured equally and ratably with such secured indebtedness.
(Senior Debt Indenture, Section 10.7)
Unless otherwise specified in any prospectus supplement, the
Indentures contain no other restrictive covenants or other provisions providing
for a put or increased interest or otherwise, including any that would afford
holders of the debt securities protection in the event of a highly leveraged
transaction involving us or any of our affiliates, or any covenants relating to
total indebtedness, interest coverage, stock repurchases, recapitalizations,
dividends and distributions to shareholders, current ratios and acquisitions and
divestitures.
Consolidation, Merger or Sale of Assets. We, without the
consent of the Holders of any of the Outstanding debt securities under the
applicable Indenture, may consolidate with or merge with or into, or sell,
lease, transfer or otherwise dispose of our assets substantially as an entirety
to, any Person which is a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction, or may permit any
such Person to consolidate with or merge with or into us or sell, lease,
transfer or otherwise dispose of its assets substantially as an entirety to us,
provided that, among other things,
o any successor Person assumes our obligations on the debt
securities and under the applicable Indenture,
o after giving effect to the transaction no Event of Default,
and no event which, after notice or lapse of time, would
become an Event of Default, shall have occurred and be
continuing, and
o certain other conditions are met. (Section 8.1)
Events of Default
You will have special rights if an Event of Default occurs in
respect of the debt securities of your series and is not cured, as described
later in this subsection. (Section 5.1)
What Is An Event of Default? The term "Event of Default" in
respect of the debt securities of your series means any of the following:
o we do not pay the principal of a debt security of your series
on its due date;
o we do not pay interest on a debt security of your series
within 30 days of its due date;
o we remain in breach of a covenant in respect of debt
securities of your series for 60 days after we receive a
written notice of default stating we are in breach. The notice
must be sent by either the Trustee or holders of 25% of the
principal amount of debt securities of your series;
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o we file for bankruptcy or certain other events in bankruptcy,
insolvency or reorganization occur;
o we do not pay an amount due at maturity on indebtedness of
over $10 million for 30 days after we receive notice of such
default. The notice must be sent by either the Trustee or
holders of 25% of the aggregate principal amount of all
outstanding debt securities under the relevant Indenture
(treated as one class);
o we default on indebtedness and, as a result, over $10 million
of our indebtedness is accelerated and not cured within 30
days after we receive a written notice of default. The notice
must be sent by either the Trustee or holders of 25% of the
aggregate principal amount of all outstanding debt securities
under the relevant Indenture (treated as one class); and
o any other Event of Default in respect of debt securities of
your series described in the prospectus supplement occurs.
(Section 5.1)
Remedies If An Event of Default Occurs. If an Event of Default
has occurred and has not been cured, the Trustee or the holders of 25% in
principal amount of the debt securities of the affected series may declare the
entire principal amount of all the debt securities of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity. A
declaration of acceleration of maturity may be canceled by the Holders of at
least a majority in principal amount of the debt securities of the affected
series. (Section 5.2)
Except in cases of default, where the Trustee has some special
duties, the Trustee is not required to take any action under the Indenture at
the request of any Holders unless the Holders offer the Trustee reasonable
protection from expenses and liability (called an "indemnity"). (Section 5.7 and
TIA Section 315) If reasonable indemnity is provided, the Holders of a majority
in principal amount of the Outstanding debt securities of the relevant series
may direct the time, method and place of conducting any lawsuit or other formal
legal action seeking any remedy available to the Trustee. The Trustee may refuse
to follow those directions in certain circumstances. (Section 5.12) No delay or
omission in exercising any right or remedy will be treated as a waiver of such
right, remedy or Event of Default. (Section 5.11)
Before you are allowed to bypass the Trustee and bring your
own lawsuit or other formal legal action or take other steps to enforce your
rights or protect your interests relating to the debt securities, the following
must occur:
o you must give the Trustee written notice that an Event of
Default has occurred and remains uncured;
o the Holders of 25% in principal amount of all outstanding debt
securities of the relevant series must make a written request
that the Trustee take action because of the default and must
offer the Trustee indemnity satisfactory to the Trustee
against the cost and other liabilities of taking that action;
o the Trustee must not have taken action for 60 days after
receipt of the above notice and offer of indemnity;
o the holders of a majority in principal amount of the debt
securities must not have given the Trustee a direction
inconsistent with the above notice. (Section 5.12)
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However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt securities on or after the due date. (Section 5.8)
Holders of a majority in principal amount of the debt
securities of the affected series may waive any past defaults other than (1) the
payment of principal, any premium, interest or (2) in respect of a covenant that
cannot be modified or amended without the consent of each Holder. (Section 5.13)
If your securities are held for you by a bank or brokerage firm, you should
consult such bank or brokerage firm for information on how to give notice or
direction to or make a request of the trustee and to make or cancel a
declaration of acceleration.
Each Indenture contains a covenant that we will file annually
with the Trustee a certificate of no default or a certificate specifying any
default that exists. (Section 10.8 of the Senior Indenture; Section 10.7 of the
Subordinated Indenture)
Defeasance and Discharge
If so specified with respect to any particular series of debt
securities, we may discharge our indebtedness and our obligations or certain of
our obligations under the applicable Indenture with respect to such series by
depositing funds or obligations issued or guaranteed by the United States of
America with the Trustee. (Section 4.3)
If so specified with respect to the debt securities of any
series, we will be discharged from our obligations in respect of the debt
securities of such series (except for certain obligations relating to temporary
debt securities and exchange of debt securities, registration of transfer or
exchange of debt securities of such series, replacement of stolen, lost or
mutilated debt securities of such series, maintenance of paying agencies to hold
monies for payment in trust and payment of additional amounts, if any, required
in consequence of United States withholding taxes imposed on payments to
non-United States persons) upon the deposit in trust to your benefit and the
benefit of all other holders of debt securities of a combination of money and
U.S. Government Obligations that will generate enough cash to make interest,
principal and any other payments on the debt securities on their various due
dates. (Section 4.6)
Such a trust may only be established if, among other things:
o we have delivered to the applicable Trustee an opinion of
counsel confirming that under current federal income tax law
we may make the above deposit without causing you to be taxed
on the debt securities any differently than if we did not make
the deposit and just repaid the debt securities ourselves;
o the debt securities of such series, if then listed on any
domestic or foreign securities exchange, will not be delisted
as a result of such deposit, defeasance and discharge; and
o in the case of the Subordinated Securities, no default with
respect to any Senior Debt has occurred and is continuing or
has resulted in the acceleration of such Senior Debt.
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In the event of any such defeasance and discharge of debt
securities of such series, holders of debt securities of such series would be
able to look only to such trust fund for payment of principal of and any premium
and any interest on their debt securities until Maturity. (Section 4.6)
Defeasance of Certain Obligations
If so specified with respect to the debt securities of any
series, we may omit to comply with any covenants applicable to such debt
securities which are subject to covenant defeasance and any such omission shall
not be an Event of Default with respect to the debt securities of such series,
upon the irrevocable deposit in trust to your benefit and the benefit of all
other Holders of debt securities of a combination of money and U.S. Government
Obligations that will generate enough cash to make interest, principal and any
other payments on the debt securities on their various due dates. (Sections 4.5
and 4.6) Our obligations under the applicable Indenture and the debt securities
of such series other than with respect to such covenants shall remain in full
force and effect. (Section 4.5) Such a trust may be established only if, among
other things,
o under current federal income tax law we may make the above
deposit without causing you to be taxed on the debt securities
any differently than if we did not make the deposit and just
repaid the debt securities ourselves; and
o the debt securities of such series, if then listed on any
domestic or foreign securities exchange, will not be delisted
as a result of such deposit, defeasance and discharge.
(Section 4.6)
In the event we exercise our option to omit compliance with
the covenants described under "Covenants" above with respect to the debt
securities of any series or in any prospectus supplement with respect to the
debt securities of such series and such debt securities are declared due and
payable because of the occurrence of any Event of Default and the amount of
money and U.S. Government Obligations on deposit with the Trustee may not be
sufficient to pay amounts due on the debt securities of such series at the time
of the acceleration resulting from such Default, then we will in any event
remain liable for such payments as provided in the Indentures.
The Trustee must deliver or pay to us from time to time, upon
our request, any amounts held by it with respect to any debt securities which,
in the opinion of a nationally recognized firm of independent public
accountants, are in excess of the amount which would then be required to be
deposited to effect a satisfaction, discharge or defeasance, as the case may be,
with respect to such debt securities.
Modification and Waiver
There are three types of changes we can make to the indentures
and the debt securities.
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Changes Not Requiring Approval
First, there are changes that we and the Trustee may make
without the consent of the Holders. These include changes to:
o secure any debt securities in a manner not prohibited under
the Indentures;
o evidence the assumption by a successor corporation of our
obligations;
o add covenants for the protection of the holders of debt
securities;
o cure any ambiguity or correct any inconsistency in an
Indenture;
o establish the forms or terms of debt securities of any series;
and
o evidence the acceptance of appointment by a successor trustee.
(Section 9.1)
Changes Requiring Each Holder's Approval
Second, there are changes that we and the Trustee cannot make
without the approval of each holder of debt securities affected by the change.
We cannot:
o change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any such debt
security;
o reduce the principal amount of (and premium, if any) or
interest on, any such debt security;
o change any obligation of us to pay additional amounts;
o reduce the amount of principal of an Original Issue Discount
Security or any other debt security payable upon acceleration
of the maturity thereof;
o change the coin or currency in which any debt security or any
premium or interest thereon is payable;
o impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security;
o adversely change the right to convert or exchange, including
decreasing the conversion rate or increasing the conversion
price of, such debt security (if applicable);
o in the case of the Subordinated Indenture, modify the
subordination provisions in a manner adverse to the holders of
the Subordinated Securities;
o reduce the percentage in principal amount of Outstanding debt
securities of any series, the consent of whose holders is
required for modification or amendment of the applicable
Indenture or for waiver of compliance with certain provisions
of the applicable Indenture or for waiver of certain defaults;
o reduce the requirements contained in the applicable Indenture
for quorum or voting;
o change any obligations of us to maintain an office or agency
in the places and for the purposes required by the Indentures;
or
o modify any of the above provisions. (Section 9.2)
Changes Requiring Majority Approval
Unless otherwise specified in the prospectus supplement for
such series, any other change to the Indentures and the debt securities of such
series may be made by us and the
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Trustee under the applicable Indenture with the consent of the holders of not
less than a majority in principal amount of the Outstanding debt securities of
those series affected by such change (voting as one class).
Unless otherwise specified in the prospectus supplement for
such series, the same majority approval would be required for us to obtain a
waiver of any of our covenants in each Indenture and, if applicable, the debt
securities of such series. If the holders agree to waive a covenant, we will not
have to comply with it. Unless otherwise specified in the applicable prospectus
supplement for such series, the same majority approval would also be required
for us to obtain a waiver of any past default under the applicable Indenture,
except a default
o in the payment of principal of (and premium, if any) or any
interest on any debt security, and
o in respect of a covenant or provision of the applicable
Indenture and, if applicable, such debt securities, which
cannot be modified or amended without the consent of the
holder of each Outstanding debt security. (Section 5.13)
Notices
Except as otherwise provided in the applicable Indenture, we
will give notices to Holders of Bearer Securities by publication at least twice
in a daily newspaper in The City of New York and in such other city or cities as
may be specified in such debt securities. We will give notices to Holders of
Registered Securities by mail to the address of such Holders as they appear in
the Security Register. (Section 1.6)
Title
Title to any temporary global debt security, any Bearer
Securities (including Bearer Securities in permanent global form) and any
coupons relating thereto will pass by delivery. We, the Trustee and any of our
or the Trustee's agents may treat the bearer of any Bearer Security, the bearer
of any coupon and the registered owner of any Registered Security as the
absolute owner thereof (whether or not such debt security or coupon shall be
overdue and notwithstanding any notice to the contrary) for the purpose of
making payment and for all other purposes. (Section 3.8)
Replacement of Debt Securities and Coupons
We will replace any mutilated debt security or a debt security
with a mutilated coupon attached thereto at the expense of the Holder upon
surrender of such debt security to the Trustee. We will replace debt securities
or coupons that became destroyed, stolen or lost at the expense of the Holder
upon delivery of the Trustee of the debt security and coupons or evidence of the
destruction, loss or theft thereof satisfactory to us and the Trustee. We will
replace any coupon which becomes destroyed, stolen or lost by issuance of a new
debt security in exchange for the debt security to which such coupon appertains.
In the case of a destroyed, lost or stolen debt security or coupon, we may
require an indemnity satisfactory to the Trustee and us at the expense of the
Holder of such debt security or coupon before a replacement debt security will
be issued. (Section 3.6)
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Governing Law
The Indentures, the debt securities and the coupons will be
governed by, and construed in accordance with, the laws of the State of New York
without regard to principles of conflicts of laws. (Section 1.13)
Regarding the Trustee
The Indentures contain limitations on the right of a Trustee,
as our creditor, to obtain payment of claims in certain cases or to realize on
certain property received in respect of any such claim as security or otherwise.
(Section 6.11) In addition, a Trustee may be deemed to have a conflicting
interest and may be required to resign as Trustee if at the time of a default
under one of the Indentures it is our creditor. (Section 6.9) We and our
subsidiaries may from time to time maintain deposit accounts and credit
facilities and conduct our banking transactions with a Trustee in the ordinary
course of business. (Section 6.4)
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 250,000,000 shares of
common stock, par value $.10 per share, and 4,000,000 shares of preferred stock,
par value $10.00 per share. As of November 30, 2000, we had 62,059,745 shares of
common stock and one share of preferred stock outstanding. Prior to the issuance
of Convertible Debt Securities under the Indentures, we may need to increase our
authorized common stock, which would require the approval of our stockholders.
Common Stock
Holders of our common stock are entitled to:
o one vote per share on matters to be voted upon by the
stockholders;
o receive dividends out of funds legally available for
distribution when and if declared by our board of directors;
and
o share ratably in our assets legally available for distribution
to our stockholders in the event of our liquidation,
dissolution or winding up, after provisions for distributions
to the holders of any preferred stock.
We may not pay any dividend (other than in shares of our
common stock) or make any distributions of assets on shares of our common stock
until cumulative dividends on any preferred stock then outstanding have been
paid.
Holders of our common stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of our common stock are,
and the shares which may be issued upon conversion of the Convertible Debt
Securities will be, when issued, fully paid and nonassessable.
The holders of our common stock do not have cumulative voting
rights. This means that holders of more than half of the shares can elect all of
the directors and holders of the remaining shares will not be able to elect any
directors. Our By-laws provide for a classified board of directors consisting of
three classes with staggered three-year terms.
Transfer Agent
The transfer agent and registrar for our common stock is First
Union National Bank, Charlotte, North Carolina.
Preferred Stock
Our Articles of Incorporation authorize our board of directors
to issue shares of preferred stock, par value $10.00 per share, and to fix the
terms (including voting rights, dividends, redemption and conversion provisions,
if any, and rights upon liquidation) of any shares issued. Outstanding shares of
preferred stock that are redeemed or are converted to common stock are restored
to the status of authorized and unissued shares of preferred stock issuable in
series by our board of directors.
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On May 26, 2000, we issued one special voting share of
preferred stock in connection with our acquisition of Perigee Inc. This special
voting share provides the holders of exchangeable shares of our subsidiary, Legg
Mason Canada Holdings Ltd., with substantially the same voting rights as the
holders of our common stock. The special voting share has a number of votes,
which may be cast at a Legg Mason stockholders' meeting, equal to the number of
exchangeable shares outstanding. As of November 30, 2000, there were 3,026,991
exchangeable shares outstanding.
Our board of directors has the authority, under our Articles
of Incorporation, to classify or reclassify any unissued preferred stock from
time to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of the stock.
Two-Tier Business Combination Provisions
Maryland law requires the affirmative vote of at least a
majority of all of the outstanding shares entitled to vote to approve a merger,
consolidation, share exchange or disposition of all or substantially all of our
assets. Our Articles of Incorporation require the affirmative vote of not less
than 70% of our then outstanding voting shares to approve any "business
combination" of us with any "Related Person" unless certain conditions have been
met. In addition, the 70% vote must include the affirmative vote of at least 55%
of the outstanding shares of voting stock held by stockholders other than the
Related Person. Accordingly, the actual vote required to approve the business
combination may be greater than the 70%, depending upon the number of shares
controlled by the Related Person. A Related Person is defined to include any
person or entity which is, directly or indirectly, the beneficial owner of 15%
or more of the outstanding shares of our voting stock, including any affiliate
or associate of such person or entity. The term "business combination" is
defined to include a wide variety of transactions between us and a Related
Person, including a merger, consolidation, share exchange or sale of assets
having a fair market value greater than 10% of the book value of our
consolidated assets.
However, if the Related Person pays a "fair price" to our
stockholders in the transaction, the 70% requirement would not be applicable and
the proposed business combination could be approved by a simple majority of the
stockholders unless otherwise required by Maryland law, provided that such
affirmative vote includes at least 55% of the voting stock held by persons other
than the Related Person. Under our Articles of Incorporation, the "fair price"
must be at least equal to the greater of
o the highest price paid or agreed to be paid by the Related
Person to purchase shares of our common stock during the
24-month period prior to the taking of such vote; or
o the highest market price of the common stock during the
24-month period prior to the taking of such vote; or
o the per share book value of our common stock at the end of the
calendar quarter immediately preceding the taking of such
vote.
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In addition, the "fair price" consideration to be received by our stockholders
must be of the same form and kind as the most favorable form and kind of
consideration paid by the Related Person in acquiring any of its shares of our
common stock.
The special voting provisions are not applicable to a business
combination authorized by our board of directors by a vote which includes a
majority of our "Disinterested Directors". A Disinterested Director is defined
to include any member of our board of directors who is not the Related Person
(or an affiliate or associate of the Related Person) and who was a director
prior to the time that the Related Person became a Related Person, and any
successor of a Disinterested Director who is not the Related Person (or an
affiliate or associate of the Related Person) and who is recommended to succeed
a Disinterested Director by a majority of the Disinterested Directors then on
our board of directors.
Our special voting provisions may not be amended, altered,
changed or repealed except by the affirmative vote of at least 70% of the shares
of stock entitled to vote at a meeting of the stockholders called for the
consideration of such amendment, alteration, change or repeal, and at least 55%
of the outstanding shares of stock entitled to vote thereon held by stockholders
who are not Related Persons, unless such proposal was proposed by our board of
directors by a vote which includes a majority of the Disinterested Directors.
The business combination provisions under our Articles of
Incorporation could have the effect of delaying, deterring or preventing a
change in control. Any possible change in control could also be affected by the
applicability of certain Maryland anti-takeover statutes dealing with business
combinations and acquisitions of controlling blocks of shares, as well as by our
classified board of director provisions.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and
regulations,
o Bearer Securities (including debt securities that are
exchangeable for Bearer Securities and debt securities in
permanent global form that are either Bearer Securities or
exchangeable for Bearer Securities) may not be offered, sold,
resold or delivered in connection with their original issuance
in the United States or to United States persons (each as
defined below) except as otherwise permitted by Treasury
Regulation Section 1.163-5(c)(2)(i)(D) including offers and
sales to offices located outside the United States of United
States financial institutions (as defined in Treasury
Regulation Section 1.165-12(c)(1)(v)) which agree in writing
to comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the Code (as defined below) and the regulations
thereunder; and
o any underwriters, agents and dealers participating in the
offering of Bearer Securities must agree in writing that they
will not offer, sell or resell any Bearer Securities to
persons within the United States or to United States persons
(except as described above) nor deliver Bearer Securities
within the United States.
24
<PAGE>
In addition,
o any such underwriters, agents and dealers must have in effect,
in connection with the offer and sale of the Bearer
Securities, procedures reasonably designed to ensure that
their employees or agents who are directly engaged in selling
the debt securities are aware that Bearer Securities cannot be
offered or sold to a person who is within the United States or
is a United States person except as otherwise permitted by
Treasury Regulation Section 1.163-5(c)(2)(i)(D);
o the owner of the Bearer Security (or the financial institution
or clearing organization through which the owner holds the
obligation) must certify that the owner is not a United States
person; and
o Bearer Securities and any coupons attached thereto must bear
the following legend: "Any United States person who holds this
obligation will be subject to limitations under the United
States income tax laws, including the limitations provided in
Sections 165(j) and 1287(a) of the United States Internal
Revenue Code."
Purchasers of Bearer Securities may be affected by certain limitations under
United States tax laws.
As used herein, "United States person" means:
(1) an individual who is, for United States Federal income tax
purposes, a citizen or resident of the United States,
(2) a corporation, partnership or one of certain other entities
created or organized in or under the laws of the United States
or of any political subdivision thereof, or
(3) an estate or trust the income of which is subject to United
States Federal income taxation regardless of its source.
"United States" means the United States of America (including the States and the
District of Columbia), its territories and its possessions.
ERISA MATTERS
The Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and the Internal Revenue Code of 1986, as amended (the
"Code"), impose certain restrictions on
(1) "employee benefit plans" (as defined in Section 3(3) of ERISA),
(2) "plans" described in Section 4975(e)(1) of the Code, including individual
retirement accounts or Keogh plans,
(3) entities whose underlying assets include
plan assets by reason of a plan's investment in such entities (each of (a), (b)
and (c) a "Plan"), and
(4) persons who have certain specified relationships to
Plans ("parties in interest" under ERISA and "disqualified persons" under the
Code).
In addition to the foregoing exemptions, certain insurance
company general accounts, which support policies issued by an insurer on or
after December 31, 1998 to or for the benefit of Plans, are allowed to purchase
debt securities in reliance upon regulations promulgated by the Department of
Labor pursuant Section 1460 of the Small Business Job Protection Act of 1996. If
such policies satisfy the Section 1460 regulations, then the insurer will be
deemed in
25
<PAGE>
compliance with ERISA's fiduciary requirements and prohibited transaction rules
with respect to those assets of the insurer's general account which supports
such policies.
ERISA also imposes certain duties on persons who are
fiduciaries of Plans subject to ERISA, and both ERISA and the Code prohibit
certain transactions between a Plan and parties in interest or disqualified
persons.
Because of our activities or the activities of our affiliates,
we may be deemed to be a party in interest or disqualified person with respect
to a number of Plans (e.g., those to which we provide brokerage, investment or
other financial services). If the debt securities are acquired and held by a
Plan with respect to which we are a party in interest or disqualified person,
such acquisition and holding could be deemed to be a direct or indirect
prohibited transaction, which could result in the imposition of taxes or
penalties on the parties to the prohibited transaction.
Such transactions may, however, be exempt from the otherwise
applicable taxes and penalties by reason of one or more statutory or
administrative exemptions such as those described below. Such administrative
exemptions may include
o Prohibited Transaction Class Exemption ("PTE") 95-60, 60 FR
35925, July 12, 1995, which exempts certain transactions
involving insurance company general accounts;
o PTE 90-1, 55 FR 2891, January 29, 1990, which exempts certain
transactions involving insurance company pooled separate
accounts;
o PTE 91-38, 56 FR 31966, June 12, 1991, which exempts certain
transactions involving bank collective investment funds; and
o PTE 84-14, 49 FR 9494, March 13, 1984, which exempts certain
transactions entered into on behalf of a Plan by a qualified
professional asset manager.
If the conditions of one or more of these exemptions (or some other applicable
exemption) are met, the acquisition and holding of the debt securities by or on
behalf of a Plan should be exempt from certain of the prohibited transaction
provisions of ERISA and the Code. It should be noted, however, that even if such
conditions are met, the scope of relief provided by such exemptions may not
necessarily cover all acts that might be construed as prohibited transactions
under ERISA and the Code.
Further, each Plan fiduciary should take into account, among
other considerations,
o whether the fiduciary has the authority to make the
investment;
o whether the investment constitutes a direct or indirect
transaction with a party in interest or disqualified person;
o the composition of the Plan's portfolio with respect to
diversification by type of asset;
o the Plan's funding objectives; the tax effects of the
investment; and
o whether under the general fiduciary standards of investment
procedure and diversification an investment in the debt
securities is appropriate for the Plan, taking into account
the overall investment policy of the Plan, the composition of
the Plan's investment portfolio and all other appropriate
factors.
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<PAGE>
Prior to making an investment in the debt securities, a Plan
investor must determine whether we are a party in interest or disqualified
person with respect to such Plan and, if so, whether such transaction is subject
to one or more statutory or administrative exemptions, including those described
above, and whether the investment is otherwise a permissible and appropriate
investment for the Plan. Prospective investors should consult with their legal
and other advisors concerning the impact of ERISA and the Code and the potential
consequences of such investment with respect to their specific circumstances.
HOLDING COMPANY STRUCTURE
We are a holding company and our assets consist primarily of
investments in our subsidiaries. A substantial portion of our consolidated
liabilities have been incurred by our subsidiaries. Our rights and the rights of
our creditors, including Holders of debt securities, to participate in the
distribution of assets of any subsidiary upon liquidation or reorganization of
this subsidiary or otherwise will be subject to prior claims of such
subsidiary's creditors, including trade creditors, except to the extent that we
may be a creditor with recognized claims against the subsidiary. Accordingly,
the Holders of debt securities may be deemed to be effectively subordinated to
such claims. As of September 30, 2000, our subsidiaries had a total of
approximately $3.5 billion of outstanding liabilities, including indebtedness.
Our ability to service our indebtedness and other obligations,
including the debt securities, and our ability to pay dividends on our common
stock is dependent primarily upon the earnings and cash flow of our subsidiaries
and the distribution or other payment to us of such earnings and cash flow.
PLAN OF DISTRIBUTION
We may sell debt securities being offered by this prospectus
in three ways: (1) to or through underwriters or dealers, which may include Legg
Mason Wood Walker, (2) directly to other purchasers, or (3) through agents. The
prospectus supplement with respect to the debt securities will set forth the
terms of the offering of the debt securities, including
o the name or names of any underwriters, dealers or agents;
o the price of the offered debt securities;
o the net proceeds to us from such sale;
o any underwriting discounts or other items constituting
underwriters' compensation;
o any discounts or concessions allowed or reallowed or paid to
dealers; and
o any securities exchanges on which the debt securities may be
listed.
If we use underwriters in the sale of the debt securities, we
will enter into an underwriting agreement with those underwriters when we and
they determine the offering price of the debt securities. The debt securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public price or at varying prices determined at the
time of sale. We will name the underwriter or underwriters with respect to a
particular underwritten offering of debt securities in the prospectus supplement
relating to such offering, and if an underwriting syndicate
27
<PAGE>
is used, we will name the managing underwriter or underwriters on the cover of
such prospectus supplement. Unless otherwise set forth in the prospectus
supplement, the obligations of the underwriters or agents to purchase the debt
securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the debt securities if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If we use a dealer to offer and sell any debt securities in
respect of which this prospectus is delivered, we will sell such debt securities
to the dealer, as principal. The dealer may then resell such securities to the
public at varying prices to be determined by such dealer at the time of resale.
The name of the dealer and the terms of the transaction will be set forth in the
prospectus supplement relating thereto.
Our net proceeds will be the purchase price in the case of
sales to a dealer, the public offering price less discount in the case of sales
to an underwriter or the purchase price less commission in the case of sales
through an agent -- in each case, less other expenses attributable to issuance
and distribution. Underwriters, agents, and dealers participating in the
distribution of the debt securities may be deemed to be underwriters, and any
discounts or commissions received by them from us and any profit on the resale
of the debt securities by them may be deemed to be underwriting discounts or
commissions under the Securities Act.
Each underwriter, dealer and agent participating in the
distribution of any debt securities which are issuable in bearer form will agree
that it will not offer, sell or deliver, directly or indirectly, debt securities
in bearer form in the United States or to United States persons except as
otherwise permitted by Treasury Regulation Section 1.163-5(c)(2)(i)(D). See
"Limitations on Issuance of Bearer Securities."
Each underwriter, dealer and agent participating in the
distribution of any Securities will agree that
o it will not offer or sell any debt securities to persons in
the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which do not
constitute an offer to the public in the United Kingdom for
the purposes of the Public Offers of Securities Regulations
1995;
o it will comply with all applicable provisions of the Financial
Services Act 1986 of Great Britain with respect to anything
done by it in relation to the Securities in, from or otherwise
involving the United Kingdom; and
o it will only issue or pass on in the United Kingdom any
document in connection with the issue of the debt securities
to a person who is of a kind described in Article 8 of the
Financial Services Act 1986 (Investment Advertisements)
(Exemptions) (No. 2) Order 1995 of Great Britain or is a
person to whom the document may otherwise lawfully be issued
or passed on.
We may issue series of debt securities with no established
trading market. Any underwriters to whom debt securities are sold by us for
public offering and sale may make a
28
<PAGE>
market in such debt securities, but such underwriters will not be obligated to
do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any debt
securities.
If so indicated in the prospectus supplement, one or more
firms, including Legg Mason Wood Walker, which we refer to as "remarketing
firms," acting as principals for their own accounts or as agents for us, may
offer and sell these securities as part of a remarketing upon their purchase, in
accordance with their terms. We will identify any remarketing firm, the terms of
its agreement, if any, with us and its compensation in the prospectus
supplement.
Remarketing firms, agents, dealers, and underwriters may be
entitled under agreements entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments that such agents, dealers, or underwriters
may be required to make with respect thereto. Underwriters, dealers, or agents
and their associates may be customers of, engage in transactions with and
perform services for, us in the ordinary course of business.
Legg Mason Wood Walker, our affiliate, may participate in
distributions of the debt securities. Accordingly, each offering of debt
securities and any market-making activities by Legg Mason Wood Walker with
respect to debt securities will be conducted in compliance with the requirements
of Rule 2720 of the National Association of Securities Dealers, Inc., which is
commonly referred to as the NASD, regarding a NASD member firm's distributing
the securities of an affiliate. Following the initial distribution of any debt
securities, Legg Mason Wood Walker may offer and sell debt securities in the
course of its business as a broker-dealer. Legg Mason Wood Walker may act as
principal or agent in such transactions. This prospectus may be used by Legg
Mason Wood Walker in connection with such transactions. Such sales, if any, will
be made at varying prices related to prevailing market prices at the time of
sale or otherwise. Legg Mason Wood Walker is not obligated to make a market in
any debt securities and may discontinue any market-making activities at any time
without notice.
LEGAL MATTERS
The validity of the debt securities offered hereby will be
passed upon for us by Shearman & Sterling, New York, New York, who will rely on
the opinion of Robert F. Price, Esq., our General Counsel, as to all matters of
Maryland law. Mr. Price beneficially owns, or has rights to acquire under our
employee benefit plan, less than one percent of our common stock.
EXPERTS
The consolidated financial statements and financial statement
schedules of Legg Mason and its subsidiaries as of March 31, 2000 and 1999 and
for each of the years in the three-year period ended March 31, 2000,
incorporated in this Registration Statement by reference to Legg Mason's Annual
Report on Form 10-K for the year ended March 31, 2000, have been so incorporated
in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
fees and commissions. All such expenses other than the Securities and Exchange
Commission registration fee and National Association of Securities Dealers, Inc.
filing fee are estimates.
Securities and Exchange Commission Registration Fee $118.8
National Association of Securities Dealers, Inc. Filing Fee $ 35.0
Trustees' Fees and Expenses $ 20.0
Printing and Engraving Fees and Expenses $ 60.0
Accounting Fees and Expenses $ 60.0
Blue Sky Fees and Expenses $ 5.0
Legal Fees $120.0
Rating Agency Fees $ 60.0
Miscellaneous (including Listing Fees, if applicable) $ 5.0
Total $483.8
Item 15. Indemnification of Directors and Officers
The Registrant's By-laws provide for indemnification of any
person who is serving or has served as a director or officer of the Registrant,
against all liabilities and expenses incurred in connection with any action,
suit or proceeding arising out of such service to the full extent permitted
under Maryland law.
Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a Maryland corporation may indemnify any director
or officer made a party to an action or proceeding by reason of service in that
capacity, against judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with such action or proceeding unless it is
proved that the director or officer (i) acted in bad faith or with active and
deliberate dishonesty, (ii) actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal proceeding, had
reasonable cause to believe that his act was unlawful. However, if the
proceeding is a derivative suit in favor of the corporation, indemnification may
not be made if the individual is adjudged to be liable to the corporation. In no
case may indemnification be made until a determination has been reached that the
director or officer has met the applicable standard of conduct. Indemnification
for reasonable expenses is mandatory if the director or officer has been
successful on the merits or otherwise in the defense of any action or proceeding
covered by the indemnification statute. The statute also provides for
indemnification of directors and officers by court order. The indemnification
provided or authorized in the indemnification statute does not preclude a
corporation from extending other rights (indemnification or otherwise) to
directors and officers.
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<PAGE>
The Registrant's officers and directors are insured against
certain liabilities under certain policies maintained by the Registrant with
aggregate coverage of $35,000,000.
The foregoing summaries are subject to the complete text of
the statute, by-laws and agreements referred to above and are qualified in their
entirety by reference thereto.
Item 16. Exhibits
The following is a list of all exhibits filed as a part of
this Registration Statement on Form S-3, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
------- ----------------------
1* The Form of Underwriting Agreement.
4(a)** Indenture for Senior Securities between Legg Mason, Inc. and
The Bank of New York, as Trustee, filed as exhibit to Form 8-K
dated February 9, 1996 and incorporated herein by reference.
4(b)** Form of Indenture for Subordinated Securities between Legg
Mason, Inc. and The Bank of New York, as Trustee, filed as
exhibit to Registration Statement (file number 333-00151) on
Form S-3 and incorporated herein by reference.
4(c)** The form or forms of debt securities with respect to each
particular series of debt securities registered hereunder will
be filed as an exhibit to a Current Report of the Registrant
on Form 8-K and incorporated herein by reference.
5.1* Opinion of Shearman & Sterling.
5.2* Opinion of Robert F. Price, Esq.
12 Statements re: Computation of Consolidated Ratios of Earnings
to Fixed Charges.
23(a) Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.
23(b)* Consent of Shearman & Sterling (included in Exhibit 5.1).
23(c)* Consent of Robert F. Price, Esq. (included in Exhibit 5.2).
24* Powers of Attorneys.
25(a)* The Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of the Trustee for the Senior Indenture.
25(b)* The Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of the Trustee for the Subordinated
Indenture.
* Previously filed
** Incorporated by Reference
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) To
include any prospectus required
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<PAGE>
by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post- effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that (i) for
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective and (ii) for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions set forth in Item 15, or
otherwise, the registrant has been advised that in the opinion of
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<PAGE>
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland, on December 18,
2000.
LEGG MASON, INC.
(Registrant)
By /s/ Raymond A. Mason
----------------------------------
Name: Raymond A. Mason
Title: Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Raymond A. Mason Chairman of the Board, President, Chief December 18, 2000
------------------------------------------- Executive Officer and Director (Principal
Raymond A. Mason Executive Officer)
Thomas L. Souders* Senior Vice President and Treasurer December 18, 2000
------------------------------------------- (Principal Financial and Accounting
Thomas L. Souders Officer)
James W. Brinkley* Director December 18, 2000
-------------------------------------------
James W. Brinkley
Edmund J. Cashman, Jr.* Director December 18, 2000
-------------------------------------------
Edmund J. Cashman, Jr.
Harry M. Ford, Jr.* Director December 18, 2000
--------------------------------------------
Harry M. Ford, Jr.
Nicholas J. St. George* Director December 18, 2000
--------------------------------------------
Nicholas J. St. George
Richard J. Himelfarb* Director December 18, 2000
--------------------------------------------
Richard J. Himelfarb
James E. Ukrop* Director December 18, 2000
--------------------------------------------
James E. Ukrop
34
<PAGE>
Harold L. Adams* Director December 18, 2000
--------------------------------------------
Harold L. Adams
John E. Koerner, III* Director December 18, 2000
--------------------------------------------
John E. Koerner, III
Roger W. Schipke* Director December 18, 2000
--------------------------------------------
Roger W. Schipke
W. Curtis Livingston* Director December 18, 2000
--------------------------------------------
W. Curtis Livingston
Edward I. O'Brien* Director December 18, 2000
--------------------------------------------
Edward I. O'Brien
Peter F. O'Malley* Director December 18, 2000
--------------------------------------------
Peter F. O'Malley
Margaret DeB. Tutwiler* Director December 18, 2000
--------------------------------------------
Margaret DeB. Tutwiler
William Wirth* Director December 18, 2000
--------------------------------------------
William Wirth
*By: /s/ Raymond A. Mason
----------------------------
Raymond A. Mason
Attorney-in-fact
</TABLE>
<PAGE>
Exhibit
Number Description of Exhibit
------- ----------------------
1* The Form of Underwriting Agreement.
4(a)** Indenture for Senior Securities between Legg Mason, Inc. and
The Bank of New York, as Trustee, filed as exhibit to Form 8-K
dated February 9, 1996 and incorporated herein by reference.
4(b)** Form of Indenture for Subordinated Securities between Legg
Mason, Inc. and The Bank of New York, as Trustee, filed as
exhibit to Registration Statement (file number 333-00151) on
Form S-3 and incorporated herein by reference.
4(c)** The form or forms of debt securities with respect to each
particular series of debt securities registered hereunder will
be filed as an exhibit to a Current Report of the Registrant
on Form 8-K and incorporated herein by reference.
5.1* Opinion of Shearman & Sterling.
5.2* Opinion of Robert F. Price, Esq.
12 Statements re: Computation of Consolidated Ratios of Earnings
to Fixed Charges.
23(a) Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.
23(b)* Consent of Shearman & Sterling (included in Exhibit 5.1).
23(c)* Consent of Robert F. Price, Esq. (included in Exhibit 5.2).
24* Powers of Attorneys.
25(a)* The Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of the Trustee for the Senior Indenture.
25(b)* The Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of the Trustee for the Subordinated
Indenture.
* Previously filed
** Incorporated by Reference
35
